Placer Dome Inc. - MRRS Decision
Headnote
Mutual Reliance Review System for Exemptive Relief Applications -- relief granted from the requirement in NI 43-101 to file a current technical report not later than 30 days after issuance of a press release, provided that technical report is filed not later that 51 days after issuance of the press release and the technical report be accompanied by another news release that reconciles any material differences between the disclosure in the technical report filed and the original press release.
Applicable Ontario Provisions
National Instrument 43-101 Standards of Disclosure for Mineral Projects, ss. 4.2(4) and 9.1.
August 26, 2004
IN THE MATTER OF
THE SECURITIES LEGISLATION
OF BRITISH COLUMBIA, ALBERTA, SASKATCHEWAN,
MANITOBA, ONTARIO, QUEBEC, NEW BRUNSWICK,
PRINCE EDWARD ISLAND, NOVA SCOTIA,
NEWFOUNDLAND AND LABRADOR, YUKON,
NORTHWEST TERRITORIES, NUNAVUT (THE JURISDICTIONS)
AND
IN THE MATTER OF
THE MUTUAL RELIANCE REVIEW SYSTEM
FOR EXEMPTIVE RELIEF APPLICATIONS
AND
IN THE MATTER OF
PLACER DOME INC. (THE FILER)
MRRS DECISION DOCUMENT
Background
1. The local securities regulatory authority or regulator (the Decision Maker) in each of the Jurisdictions has received an application from the Filer for a decision under the securities legislation of the Jurisdictions (the Legislation) for an exemption from the requirement in National Instrument 43-101 - Standards of Disclosure for Mineral Projects (NI 43-101) to file a technical report concerning mineral reserves and mineral resources no later than 30 days after the disclosure of a material change in mineral resources and mineral reserves from the most recently filed technical report (the Requested Relief);
Under the Mutual Reliance Review System for Exemptive Relief Applications
(a) the British Columbia Securities Commission is the principal regulator for this application, and
(b) this MRRS decision document evidences the decision of each Decision Maker.
Interpretation
Defined terms contained in National Instrument 14-101 Definitions have the same meaning in this decision unless they are defined in this decision.
Representations
This decision is based on the following facts represented by the Filer(s):
1. The Filer is a corporation governed by the Canada Business Corporations Act with its head office located in Vancouver, British Columbia.
2. The Filer is a reporting issuer under the Legislation, as applicable, and is not on the list of issuers in default in any of the Jurisdictions.
3. The shares of the Filer are listed and posted for trading on various stock exchanges including the Toronto Stock Exchange and the New York Stock Exchange.
4. The Filer is a large Canadian company engaged in the business of gold mining.
5. The Filer has an interest in a joint venture operating the Cortez gold mine in Nevada (the Property).
6. On July 28, 2004, the Filer disclosed by press release (the July Press Release) that new mineral reserve and mineral resource estimates were prepared for the Property (the Estimates). An employee of a subsidiary of the Filer, Britton Buhl, Manager of Strategy and Business Support, supervised the preparation of the Estimates as the qualified person.
7. The Filer expedited the preparation of the Estimates contained in the July Press Release because it was concerned about possible market speculation on the Property.
8. The Estimates indicate that the Filer's 60% share of the estimated proven and probable mineral reserves on the Property, after allowance for current year depletion, has increased from 7.6 million ounces to 9.0 million ounces. Included in the Estimates is an increase in the Filer's share of estimated proven and probable mineral reserves at the Cortez Hills deposit on the Property, from 3.2 million ounces to 4.5 million ounces.
9. Under Subsection 4.2(4) of NI 43-101, the Filer is required to file a current technical report in respect of the Property (the Technical Report), to support information contained in the July Press Release, which described changes in mineral resources and mineral reserves which constitute a material change in respect of the affairs of the Filer, not later than 30 days after such disclosure.
10. The Filer has retained AMEC Americas Limited (AMEC), an independent firm of consulting geologists and engineers, to prepare the required Technical Report because:
(a) AMEC prepared a previous technical report for the Property dated February 26, 2004 and filed March 5, 2004 and is familiar with the Property; and
(b) the Filer decided it is appropriate in the circumstances, including as a result of the Filer's concern about possible market speculation, to have the technical report prepared by independent qualified persons.
11. Additional time is required to prepare the Technical Report for the following reasons:
(a) the Property is large and the Technical Report is lengthy;
(b) AMEC has advised the Filer that its workload is very heavy due to the current high level of activity in the mining sector and that because of AMEC's prior commitments and personnel scheduling issues, the applicable qualified persons will not be available to visit the Property until August 23, 2004; and
(c) following the site visit, AMEC will need to complete the Technical Report and the Filer needs sufficient time to properly review the Technical Report prior to filing it.
12. The Filer will not be able to file the Technical Report to support the disclosure in the July Press Release within the 30 day time period required by NI 43-101.
Decision
Each of the Decision Makers is satisfied that the test contained in the Legislation that provides the Decision Maker with the jurisdiction to make the decision has been met.
The decision of the Decision Makers under the Legislation is that the Requested Relief is granted provided that:
(a) the Filer prepares and files the Technical Report by September 17, 2004; and
(b) the Technical Report is accompanied by a press release that reconciles any material differences between the disclosure in the Technical Report filed and the disclosure in the July Press Release.